Reso 2004-731 - Laserfiche WebLink

Home Browse Search

~1/Lb/2005 14:02 3058188203 THE MIAMI HERALD PAGE 03 ADVERTISING TERMS AND CONDITIONS Contract Terms. Advertiser must lonsume and pay for the minimum space indicated herein withi.n one year from the I a\ Run Date (the "Minimum Amount"). ParNun lineage will be cr :dited tofutl-run contract achievement at a ratio of 25%. EI Nuevo Herald is credited on a 100% level for RCEll Estate, and 25% level fur Employment). If i .dVE:rtiser fails to satisfy the Minimum COmmitmc:nt, Advertiser shall not be entitled Ie the rales or discounts set forth herdn and will bc retroactively billee for all advertising during the Term at the applicable then cun-ent standard published rate card rate (the "Corrected- Rate", previously rcfemd to as "SHO {TRATE"). Advertiser will pay Ml:TPC any slIch Corrected-Rare balance inuncdialely. Advertiser agrees to pay this Com:cted-Rate in addition to all smo Ints paid or payable by Advertiser under this Agrccmtnl. Payment of any Gorrected-Rate does n.ot count toward the Minimum Commitment. . Earned ~ating/Agreement Review. Advenisers will be bi1\ed at the earned rate for advertisi"8 pureh~ed. Earned Rate means the lineage or inch level reached by Advertiser at the eoncIusic , ofth~ then apiring term of thc Agreement. If an advcrtiser satisfies the lineage, revCIluc or frequency level required of their contract and qualifies for a 10 ver e81ned rate, they will be billed the lower earned rate beginning tbe neltt billing period. No advertiser will receive an automatic rebate on past advcrtisi 19 purchases solely by qualifying for a lower earned rate during the contract term. Bulk Lintage agreements are automatically rcnewcq for successive 2 morlth periods at the Ean'led Level unless (i) Advertiser failed to meet the lineage/frequency requirements in any 12 month period or, (ii) either party giVI ~ written notice of cancellation at least 30 days prior to tbe anniversary date ofthc Agreement MHPC reserves the right to review the volume of advcrti: ing plllCecl on a quarterly basis and cancel this cont1'llCl: at its sole discretion, if advertising placed falls _% or more below the quarterly average oflincagE or revenue needed to n.llfill the twelvc-month contract amount. Failure ofMHPC to review the volume ofadve:rtising or cancel the contract fur any reason s' lall nOl: be deemed a waiver of the right to cancel in the (unIrc or to impose any applicable rate adjustments. Ownersbip of Ads. MHPC retains .11 righr.s of ownership in and to all adwrtisemenrs designed or created by MHPC, . Advertiser gr3Ilts MHPC Ii non- exclusive license to publish all carner: .-ready advertisements provided by Advertiser (or provided on Advertiser's behalf) to MHPC. MHPC is not obliged to return ads or ad materials to Advl rtiser llnd MHPC is not responsible for any damage or loss to any ads, copy, drawings, an 01' any other ma.terials provided by Advertiser. Copyrigbts. Advertiser hereby gt31 ts a non-exclusive license to MHPC for .all COP~ltS and ownership rights in any advertisement of Advmiser submitted for insenion in any publiCll ion of MHPC, including the right to publish, reproduce, display, adapt, transmit, or produce derivative works in any medium, including any digital elec:tr Inie mc:dium. Adveniser authorizes MHPC to bring suit in MHPC's discretion and at MHPC's expellse for any unauthorized use:, reproduction, displa " distribution.. or performance of advertisement llll it appears in the Newspapers or for its unauthorized alteration. AcceptancelRC!jectioD of Advertisin:. MHPC reserves the right to revise, alter or reject any advertisement for any reason wharsoever, or to omit ads without notice. MHPC may cancel a IY ad l1t its sole discretion, even if previously accepted for publication. Advertising eopy not timely submitted by Advertiser will be c:~cluded. Special p lsition for advertising is not guaranteed but may be available fOT a premium and if a.greed to in writing. Publication Errors and Omissions. ~HPC is not liable for any omission of all or any portion of any ad, nor is MHPC responsible for orders, canecnations or corrections given by telephone, facl imile or telegraph. MHPC is also not liable for any error in a published ad unle$s an advertising proof is requested in writing, Advertiser clearly marks any =rror in the advertising proof for corrcc1:ions, and MHPC is notified of the error in sufficient time before publication, in which case Advertiscr's sole remed , is an appropriate eredit to tile extent of the error up ro the cost of the first insertion of the error (if there is more than one incorrect insertion, credit shall bc lIlowed only fat the first incomct insertion). MHPC's Rtgbts Regarding Mecba lical SpeciliClltions. The Newspaper resenres the right' to alter any advertising marxmal due to press/production requirements. This reservation of rigt. : includes the Newspaper's tight to reduce the size of any advertisement ItS long as the advertisement maintains the same proponion oflhc entire plige. Ai. I/'ertising will be billed based on the space reserved/ordered. Unavoidable Nonperformance. ME PC is not liable for failure to pub1ish ads or distribute its publications because of flood, fire, rio18, strikes, terTOrist5, lltonns, shortages of material, orders I f government, failure oftransportBtion, acts of God or orher l::auses beyond MHPC's control. In such an evenr. this Agreement will be extendccl for a peri, d cqual to the time dUring which such performance was not possible, Misreltsneous. Florida law shall gove m the mforeement and interpretation oftbis Agreemept, witbout regard to any conflict oflaw principles. The parties agrcc to submit to the e:ttc1usive juriad etion of a COUrt of competent jurisdiction located in Miami-Dad~ County, Florida This Agreement may be executed in one or more counterparts, ellCh of' vbich :shall constitute an origina.1 and all of which shall constitute one and the same document. A legible facsimile copy of this Agrectru:nt When fully ex lCuted llball be considered an original copy or this Agreement. Advertiser rt:presena; and warrants to MHPC that (i) no additional consents, approvals or t:orporate actions are necessary for Advertiser to enter into this Agreement; (ii) execution of this Agreemmt by Advertiser will not cauSc a breach or lcfault in BOy other agr~ernellt to whieh Advertiser is a party; and, (Hi) Advertiser is not insolvent. In the event of a filing by or against Advertiser of a ~ :tition under the BanIauptcy Code, in its sole discretion. MHPC may (i) discontinue Advertiser's advenising; (ii) demand advance payment; or, (iii) erminntc all agreements with Advertiser:' This Agreement and any exhibits attacbed hereto c:ontain the entire understandins between the panies anc supersede any prior written or oral understandings, as well agreem.ents, between them regarding the subject matter. This Agrccment shall :t:l.ot be modified except in writing signed by the parties. This Agreement shall be binding Upon and inure ro the benefit of the parties hereto and thcir respective pcrrnjlted I ilCcc:sscr and assigns. The Agreement may not be assigned (by operation of law Or otherwise) by Advertiser. In thc even,t that any provision contained in :bis Al~eement or the application thereto to any circumstance is for allY reason held to be invalid or unenforceable, such provision shall be ineffective ro Ile minimum extent of such invalidity or unenforcenbility and the remainder of this Agreement will remain valid and enforceable according to its terms. LIMITATION OF LIABll..ITY. TN TIlE BVEN7 OF ANY ALLEGED BREACH BY MHPC OF mE AGREEMENT OR. ANY ornER CLAIMS BY ADVERTISER OR ANY OTHER. P,A RTY, MHPC SliALL IN NO EVENT BE LIABl.E FOR SPECIAL OR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUM.STAN,.CES.SHALL MJ. PC BE LIABLE FOR DAMAGES IN EXCESS OT<TI1E.l.F.SSEILOF.AN~MDTri1)l':t...'N.tIlrW,m"RXr;;~ ilim ___1:'_... _ _t.'. .